exv10w1






Exhibit 10.1

EXECUTION VERSION




TERMINATION AGREEMENT

relating to the

MASTER AGREEMENT

dated as of January 15, 2009 and amended as of November 30, 2009,

among

CITIGROUP INC.,

CERTAIN AFFILIATES OF CITIGROUP IDENTIFIED THEREIN,

UNITED STATES DEPARTMENT OF THE TREASURY,

FEDERAL DEPOSIT INSURANCE CORPORATION

and

FEDERAL RESERVE BANK OF NEW YORK




     This Termination Agreement (this “Termination Agreement”) to the Master Agreement
dated as of January 15, 2009 (as amended on November 30, 2009, the “Master Agreement”)
among Citigroup Inc., a Delaware corporation (“Citigroup”), each Citigroup Ring-Fence
Affiliate (as defined in the Master Agreement), the United States Department of the Treasury
(“Treasury”), the Federal Deposit Insurance Corporation (“FDIC”) and the Federal
Reserve Bank of New York (“FRBNY” and, together with Treasury and FDIC, the “U.S.
Federal Parties”) is entered into this 23rd day of December, 2009, among Citigroup,
the Citigroup Ring-Fence Affiliates and the U.S. Federal Parties.



RECITALS




     WHEREAS, Citigroup, the Citigroup Ring-Fence Affiliates and the U.S. Federal Parties entered
into the Master Agreement, whereby in support of financial market stability, the U.S. Federal
Parties agreed to provide loss protection to Citigroup and certain of its Affiliates with respect
to a pool of assets having a value of approximately $300,700,000,000 consisting primarily of
residential and commercial mortgage-backed securities, mortgage loans, automobile loans and other
consumer loans, highly leveraged finance loans, corporate loans and securities of structured
investment vehicles;



     WHEREAS, as consideration for the loss protection provided by Treasury and the FDIC to
Citigroup and certain of its Affiliates under the Master Agreement, Citigroup issued (i) to
Treasury 4,034 shares (the “Guarantee Preferred Shares”) of its preferred stock designated
as “Fixed Rate Cumulative Perpetual Preferred Stock Series G”, having a liquidation amount of
$1,000,000 per share (the “Guarantee Preferred Stock”), and a warrant (the “Guarantee
Warrant”) to purchase 66,531,728 shares of Citigroup’s common stock, par value $0.01 per share
(“Common Stock”), and (ii) to the FDIC 3,025 shares of the Guarantee Preferred Stock;



     WHEREAS, Citigroup and Treasury entered into the Securities Purchase Agreement, dated as of
December 31, 2008, relating to the Targeted Investment Program (the “TIP SPA”), whereby
Treasury invested $20,000,000,000 in Citigroup and Citigroup issued to Treasury 20,000 shares (the
“TIP Preferred Shares”) of its preferred stock designated as “Fixed Rate Cumulative
Perpetual Preferred Stock, Series I”, having a liquidation amount of $1,000,000 per share, and a
warrant (the “TIP Warrant”) to purchase 188,501,414 shares of Common Stock;



     WHEREAS, Citigroup and Treasury entered into the Exchange Agreement, dated as of June 9, 2009
(the “Treasury Exchange Agreement”), pursuant to which, inter alia, Citigroup caused a
newly-formed Delaware business trust (the “TruPs Issuer”) to (i) issue and sell the number
of preferred shares calculated in accordance therewith and having the terms set forth in Schedule A
thereto (the “TIP TruPs”) to Treasury in exchange for the surrender of the TIP Preferred
Shares held by Treasury; and (ii) issue and sell the number of preferred shares calculated in
accordance therewith and having the terms



 









 





set forth in Schedule A thereto (the “Treasury Guarantee TruPs”) to Treasury in
exchange for the surrender of the Guarantee Preferred Shares held by Treasury, in each case on the
terms and subject to the conditions set forth in the Treasury Exchange Agreement;




     WHEREAS, Citigroup and the FDIC entered into the Exchange Agreement, dated as of June 9, 2009
(the “FDIC Exchange Agreement,” and together with the Treasury Exchange Agreement, the
“Exchange Agreements”), pursuant to which Citigroup caused the TruPs Issuer to issue and
sell the number of preferred shares calculated in accordance therewith and having the terms set
forth in Schedule A thereto (the “FDIC Guarantee TruPs,” and together with the Treasury
Guarantee TruPs, the “Guarantee TruPs”; and the Guarantee TruPs together with the TIP
TruPs, the “TruPs Exchange Securities”) to the FDIC in exchange for the surrender of the
Guarantee Preferred Shares held by the FDIC on the terms and subject to the conditions set forth in
the FDIC Exchange Agreement;



     WHEREAS, Citigroup and the FDIC entered into the FDIC’s Temporary Liquidity Guarantee Program
(the “TLGP”), whereby one or more affiliates of Citigroup (the “Citigroup TLGP
Issuers”) have issued debt instruments (the “TLGP Instruments”) which were guaranteed
by the FDIC pursuant to the terms of the TLGP;



     WHEREAS, on December 13, 2009, Citigroup notified the Board of Governors of the Federal
Reserve System (“Board of Governors”) that, in view of improvements in its financial
condition and in financial market stability, and subject to the consummation of certain actions
including an offering of common stock and other securities, it wished to redeem or repurchase all
the TIP TruPs and to terminate the Master Agreement;



     WHEREAS, Citigroup, Treasury and the FDIC have agreed that, in connection with the early
termination of the Master Agreement, Citigroup shall reduce the Liquidation Amount (as defined in
the Amended and Restated Declaration of Trust of Citigroup Capital XXXIII, dated July 30, 2009)
(“Liquidation Amount”) of Guarantee TruPs by $1,800,000,000 which shall be allocated as
provided herein;



     WHEREAS, on December 14, 2009, the Board of Governors granted approval for such repayment and
termination provided that certain actions, including the offering of the Common Stock and other
securities, were completed (the “Federal Reserve Conditional Approval”);



     WHEREAS, on December 22, 2009, Citigroup completed an offering of common stock and mandatory
convertible preferred stock as contemplated by the Federal Reserve Conditional Approval;



     WHEREAS, simultaneously with the entry into this Termination Agreement, Citigroup is redeeming
or repurchasing the TIP TruPs; reducing the Liquidation Amount of the Guarantee TruPs by
$1,800,000,000; and paying a $50,000,000 termination fee to the FRBNY;



     WHEREAS, the parties hereto agree that Citigroup and the Citigroup Ring-Fence Affiliates have
received substantial benefit by virtue of the U.S. Federal Parties’ agreement to bear the risk of
loss on the Covered Assets pursuant to the Master Agreement; and



     WHEREAS, by this Termination Agreement, Citigroup, the Citigroup Ring-Fence Affiliates and the
U.S. Federal Parties wish to terminate the Master Agreement.



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     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the mutual covenants herein contained, the parties
hereto hereby agree as follows:



     SECTION 1. Defined Terms. Terms used but not defined herein shall be as defined in
the Master Agreement.



     SECTION 2. Termination and Release.




     (a) The parties acknowledge and agree that:




     (i) the Master Agreement and each Program Document is hereby terminated
effective as of the date hereof (the “Effective Date”), except as set forth in this
Termination Agreement;




     (ii) the U.S. Federal Parties shall have no further obligations as of the
Effective Date to make any Treasury Advances, FDIC Advances or FRBNY Loan, as
applicable;




     (iii) no Citigroup Ring-Fence Affiliate shall make a claim for any Covered Loss
on or after the Effective Date; and




     (iv) each Citigroup Ring-Fence Entity hereby releases, discharges and acquits
each of the U.S. Federal Parties, and each U.S. Federal Party hereby releases,
discharges and acquits each Citigroup Ring-Fence Entity, from all Released Claims (as
defined below), except for any rights and obligations under this Termination
Agreement.




     (b) “Released Claims” means all claims of any party, including but not limited to
claims, demands, obligations, liabilities, cause or causes of action (whether at law or in
equity), whensoever arising and occurring at any time up to and through the date hereof,
whether known or unknown, suspected or unsuspected, liquidated or unliquidated, matured or
unmatured, fixed or contingent, that arise out of or relate to the Master Agreement, any
Program Document, the guarantee (in the case of Treasury and the FDIC) or the loan (in the
case of the FRBNY) established thereunder.




     (c) Notwithstanding the foregoing, the provisions of Sections 13.4 and 13.5 of the
Master Agreement shall survive the termination of the Master Agreement. For the avoidance
of doubt, the agreements in Section 13.5 survive to the same extent as if there had been a
repayment of a Treasury Advance, a FDIC Advance and the FRBNY Loan. In addition Citigroup
agrees to pay or reimburse the US Federal Parties for reasonable out-of-pocket costs and
expenses, and to indemnify and hold harmless the US Federal Parties for any losses, incurred
in connection with or as a result of this Termination Agreement. Moreover, in addition to
the executive compensation provisions of the relevant Exchange Agreements (which require
compliance with Section 111 of the Emergency Economic Stabilization Act of 2008, as amended
by the American Recovery and Reinvestment Act of 2009), for 2010, the Board of Governors, in
consultation with the Office of the Comptroller of the Currency and the FDIC, will review
the actual incentive compensation arrangements for Citigroup’s top 30 earners (as opposed,
for example, to simply reviewing the firm’s overall incentive



3









 








compensation policies and practices) to be sure they comport with the Board of Governor’s incentive
compensation principles as set forth in the Board of Governor’s guidance.



     SECTION 3. TruPs Exchange Securities and Warrant. The parties hereto agree that in
connection with the termination and release set forth in Section 2 hereof,




     (a) (i) Citigroup is simultaneously redeeming the TIP TruPs and (ii) the aggregate
Liquidation Amount of the Treasury Guarantee TruPs shall be adjusted such that, as of the
date hereof, the aggregate Liquidation Amount of the Treasury Guarantee TruPs held by
Treasury shall be reduced from $4,034,000,000 to $2,234,000,000;




     (b) Treasury shall retain (i) $2,234,000,000 Liquidation Amount of the Treasury
Guarantee TruPs currently held by Treasury (and, to implement the foregoing, Treasury will
deliver to Citigroup one or more certificates representing Treasury Guarantee TruPs and will
transfer to Citigroup the title in $1,800,000,000 in aggregate Liquidation Amount of
Treasury Guarantee TruPs (which may be cancelled by Citigroup), and Citigroup will deliver
to Treasury new certificates representing $2,234,000,000 Liquidation Amount of the Treasury
Guarantee TruPs), (ii) accrued interest on the reduced $1,800,000,000 in aggregate
Liquidation Amount of Treasury Guarantee TruPs and (iii) all of the Guarantee Warrant and
the TIP Warrant; and




     (c) the FDIC:




     (i) agrees that it waives any rights to pro rata redemption set forth in the
Exchange Agreements of the FDIC Guarantee TruPs in connection with the redemption by
Citigroup of the TIP TruPs; and




     (ii) shall initially retain all FDIC Guarantee TruPs currently held by the FDIC
and shall transfer to the Treasury $800,000,000 aggregate Liquidation Amount of
Guarantee TruPs, subject to certain deductions and credits as set forth in the letter
agreement between Treasury and the FDIC dated the date hereof which is attached in
form as Annex A hereto and subject to and in accordance with the other terms and
conditions set forth therein (and Treasury and the FDIC will deliver existing
certificates, and Citigroup will deliver new certificates to Treasury and the FDIC,
for Guarantee TruPs in connection with such transfer as requested by Treasury and the
FDIC at such time).



     SECTION 4. Termination Fee to the FRBNY. As partial consideration to the FRBNY in
respect of the termination of the FRBNY’s obligations under the Master Agreement, Citigroup shall
have wired $50,000,000 in immediately available funds prior to or on the Effective Date to a FRBNY
account identified by FRBNY to Citigroup in writing.



     SECTION
5. Power; Authorization; Enforceable Obligations. Each Citigroup Ring-Fence
Entity hereby represents and warrants that: (a) it has the power and authority to enter into this
Termination Agreement; (b) it has taken all necessary organizational action to authorize the
execution, delivery and performance of this Termination Agreement to which it is a party; (c) no
consent or authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the execution, delivery,
performance, validity or enforceability of this Termination Agreement to which any Citigroup
Ring-Fence Entity is a party, except consents, authorizations, filings and notices as have been
obtained or made and are in full force and effect; and (d) this Termination Agreement constitutes a
legal, valid and binding obligation of such



4









 





Citigroup Ring-Fence Entity, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).




     SECTION 6. Information, Access and Confidentiality.




     (a) Treasury and FDIC agree that notwithstanding the termination and release provided
for in this Termination Agreement, their obligations under Section 13.16(d) of the Master
Agreement shall survive the termination of the Master Agreement. FRBNY agrees that
notwithstanding the termination and release provided for in this Termination Agreement, its
obligations under Section 13.16(f) of the Master Agreement shall survive the termination of
the Master Agreement. Citigroup and the Citigroup Ring Fence Affiliates agree that Section
13.17 of the Master Agreement governing their confidentiality obligations survive
termination of the Master Agreement.




     (b) Citigroup and the Citigroup Ring-Fence Affiliates each agree to continue to
maintain their books and records, including electronic and physical documents, in respect of
the creation, implementation and operation

(it being understood that such implementation and operation are through the date hereof)

 of the Master Agreement as well as all electronic
or physical documents created pursuant to the Master Agreement and to permit representatives
of each of the U.S. Federal Parties to have access to and/or examine and make copies or
abstracts of any such books, records or documents upon reasonable notice.




     (c) Citigroup and the Citigroup Ring-Fence Affiliates each agree to cooperate, and to
provide access to personnel and any books, papers, records or other data, with the (i) U.S.
Federal Parties and their representatives (ii) the Special Inspector General of the Troubled
Asset Relief Program (ii) the Comptroller General of the United States and (iii) any other
entity that has statutory authority in respect of any investigations, inquiries, oversight
requests and the like directed to any of the U.S. Federal Parties relating to the creation,
implementation or operation of the Master Agreement.



     SECTION 7. Entire Agreement; Amendment. This Termination Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter hereof, and
supersedes any prior oral or written agreements, commitments or understanding with respect to the
matters provided for herein. No amendment, modification or discharge of this Termination Agreement
shall be valid or binding unless set forth in writing and duly executed by the party against whom
enforcement of the amendment, modification, or discharge was sought. Notwithstanding the
foregoing, nothing in this Termination Agreement (unless otherwise noted) shall supersede the terms
of the Exchange Agreements.



     SECTION 8. Effectiveness and Citigroup Affiliates. This Termination Agreement shall
be effective and binding against Citigroup and each and every Citigroup Ring-Fence Affiliate, upon
the execution by any individual Citigroup Ring-Fence Entity without regard to any delay in
execution by any other Citigroup Ring-Fence Entity.


     SECTION 9. GOVERNING LAW. THIS TERMINATION AGREEMENT SHALL BE GOVERNED BY FEDERAL
LAW, OR IN ABSENCE OF ANY CONTROLLING FEDERAL LAW, THE LAW OF THE STATE OF NEW YORK.





5









 








     SECTION 10. Counterparts. This Termination Agreement may be executed by each of the
parties hereto on any number of separate counterparts, each of which shall be an original and all
of which taken together shall constitute one and the same instrument.



[Signature Pages Follow]




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     IN WITNESS WHEREOF, each of the undersigned parties to this Termination Agreement has caused
this Termination Agreement to be duly executed in its name by one of its duly authorized officers,
all as of the date of this Termination Agreement.



	 	 	 	 	 
	 	CITIGROUP INC.

 	 
	 	By:  	                /s/ John C. Gerspach
 	 
	 	Name:  	John C. Gerspach 	 	 
	 	Title:  	Chief Financial Officer 	 	 
	 
	 	UNITED STATES DEPARTMENT OF THE TREASURY

 	 
	 	By:  	/s/ David N. Miller
 	 
	 	Name:  	David N. Miller 	 	 
	 	Title:  	Acting Chief Investment Officer 	 	 
	 
	 	FEDERAL DEPOSIT INSURANCE CORPORATION

 	 
	 	By:  	
/s/ Steven O. App	 
	 	Name:  	Steven O. App	 	 
	 	Title:  	Deputy to the Chairman and Chief Financial Officer	 	 
	 
	 	FEDERAL RESERVE BANK OF NEW YORK

 	 
	 	By:  	
/s/ Ari Cohen	 
	 	Name:  	Ari Cohen	 	 
	 	Title:  	Credit Investment and Payment Risk Officer	 	 
	 



[Additional Signature Pages of Citigroup Ring-Fence Entities Follow]






 









 








	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ Eric Aboaf
 	 
	 	 	Name:  	Eric Aboaf 	 
	 	 	Title:  	Treasurer and Head of Corporate Finance 	 
	 





 









 








	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC.

 	 
	 	By:  	/s/ Joseph J. Martinelli
 	 
	 	 	Name:  	Joseph J. Martinelli 	 
	 	 	Title:  	Assistant Treasurer 	 
	 





 









 








	 	 	 	 	 
	 	CITICORP USA, INC.

 	 
	 	By:  	/s/ Joseph J. Marenelli
 	 
	 	 	Name:  	Joseph J. Marenelli 	 
	 	 	Title:  	Assistant Treasurer 	 
	 





 









 








	 	 	 	 	 
	 	CITICORP TRUST BANK, FSB

 	 
	 	By:  	/s/ Sanjiv Das
 	 
	 	 	Name:  	Sanjiv Das 	 
	 	 	Title:  	President 	 
	 





 









 








	 	 	 	 	 
	 	CITIGROUP GLOBAL MARKETS, INC.

 	 
	 	By:  	/s/ Scott L. Flood
 	 
	 	 	Name:  	Scott L. Flood 	 
	 	 	Title:  	Managing Director 	 
	 





 









 








	 	 	 	 	 
	 	CITIGROUP GLOBAL MARKETS REALTY CORP.

 	 
	 	By:  	/s/ Scott L. Flood
 	 
	 	 	Name:  	Scott L. Flood 	 
	 	 	Title:  	Assistant Secretary 	 
	 





 









 








	 	 	 	 	 
	 	CITIGROUP FINANCIAL PRODUCTS, INC.

 	 
	 	By:  	/s/ Scott L. Flood
 	 
	 	 	Name:  	Scott L. Flood 	 
	 	 	Title:  	Managing Director 	 
	 





 









 








	 	 	 	 	 
	 	LIQUIDATION PROPERTIES INC.

 	 
	 	By:  	/s/ Scott L. Flood
 	 
	 	 	Name:  	Scott L. Flood 	 
	 	 	Title:  	Assistant Secretary 	 
	 





 









 








	 	 	 	 	 
	 	HUWEST COMPANY L.L.C.

 	 
	 	By:  	/s/ Scott L. Flood
 	 
	 	 	Name:  	Scott L. Flood 	 
	 	 	Title:  	Secretary 	 
	 





 









 








	 	 	 	 	 
	 	CITICORP MUNICIPAL MORTGAGE INC. 

 By:
Citicorp Capital Management
LLC, as
Manager

 	 
	 	By:  	/s/ Eugene Kwon
 	 
	 	 	Name:  	Eugene Kwon 	 
	 	 	Title:  	Secretary 	 
	 





 









 








	 	 	 	 	 
	 	NEWMAN CAPITAL I LLC

 	 
	 	By:  	/s/ Eugene Kwon
 	 
	 	 	Name:  	Eugene Kwon 	 
	 	 	Title:  	Secretary 	 
	 





 









 








	 	 	 	 	 
	 	NEWMAN CAPITAL III LLC

 	 
	 	By:  	/s/ Eugene Kwon
 	 
	 	 	Name:  	Eugene Kwon 	 
	 	 	Title:  	Secretary 	 
	 





 









 








	 	 	 	 	 
	 	CITICORP MUNICIPAL MORTGAGE TRUST

 By:
Citicorp Capital Management
LLC, as
Manager

 	 
	 	By:  	/s/ Eugene Kwon
 	 
	 	 	Name:  	Eugene Kwon 	 
	 	 	Title:  	Secretary 	 
	 





 









 








	 	 	 	 	 
	 	FM TAXABLE DEPOSITOR LLC

 	 
	 	By:  	/s/ Eugene Kwon
 	 
	 	 	Name:  	Eugene Kwon 	 
	 	 	Title:  	Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FM DEPOSITOR LLC

 	 
	 	By:  	/s/ Eugene Kwon
 	 
	 	 	Name:  	Eugene Kwon 	 
	 	 	Title:  	Secretary 	 
	 





22









 








	 	 	 	 	 
	 	CITICORP FUNDING, INC.

 	 
	 	By:  	/s/ Scott L. Flood
 	 
	 	 	Name:  	Scott L. Flood 	 
	 	 	Title:  	Assistant Secretary 	 
	 





 









 








	 	 	 	 	 
	 	CITIBANK (SOUTH DAKOTA), NATIONAL     ASSOCIATION

 	 
	 	By:  	/s/ Douglas C. Morrison
 	 
	 	 	Name:  	Douglas C. Morrison 	 
	 	 	Title:  	Vice President & CFO 	 
	 





 









 








	 	 	 	 	 
	 	MUNICIPAL HOLDINGS LLC

 	 
	 	By:  	/s/ Eugene Kwon
 	 
	 	 	Name:  	Eugene Kwon 	 
	 	 	Title:  	Secretary 	 
	 





 









 








	 	 	 	 	 
	 	MUNICIPAL REALTY CORP.

 	 
	 	By:  	/s/ Eugene Kwon
 	 
	 	 	Name:  	Eugene Kwon 	 
	 	 	Title:  	Secretary 	 
	 





 









 








	 	 	 	 	 
	 	CITICORP HOME MORTGAGE SERVICES, INC.

 	 
	 	By:  	/s/ Linda S. Davis
 	 
	 	 	Name:  	Linda S. Davis 	 
	 	 	Title:  	Vice President 	 
	 





 









 








	 	 	 	 	 
	 	CITIFINANCIAL AUTO CORPORATION

 	 
	 	By:  	/s/ Calvin C. Balliet
 	 
	 	 	Name:  	Calvin C. Balliet 	 
	 	 	Title:  	Senior Vice President 	 
	 





 









 








	 	 	 	 	 
	 	CITIFINANCIAL AUTO, LTD.

 	 
	 	By:  	/s/ Calvin C. Balliet
 	 
	 	 	Name:  	Calvin C. Balliet 	 
	 	 	Title:  	Senior Vice President 	 
	 





 









 








	 	 	 	 	 
	 	CITICAPITAL TECHNOLOGY FINANCE, INC.

 	 
	 	By:  	/s/ Diane DiPaola
 	 
	 	 	Name:  	Diane DiPaola 	 
	 	 	Title:  	Senior Vice President 	 
	 





 









 








	 	 	 	 	 
	 	CITIMORTGAGE, INC.

 	 
	 	By:  	/s/ Sanjiv Das
 	 
	 	 	Name:  	Sanjiv Das 	 
	 	 	Title:  	President 	 
	 





 









 








	 	 	 	 	 
	 	CITIFINANCIAL MORTGAGE COMPANY, LLC

 By:
Associates First Capital
Corporation, its sole member

 	 
	 	By:  	/s/ Linda S. Davis
 	 
	 	 	Name:  	Linda S. Davis 	 
	 	 	Title:  	Vice President 	 
	 





 









 








	 	 	 	 	 
	 	CITIFINANCIAL MORTGAGE COMPANY (FL),
LLC

 By:
Associates First Capital
Corporation, its sole member

 	 
	 	By:  	/s/ Linda S. Davis
 	 
	 	 	Name: Linda S. Davis
Title: Vice President 	 	
	 





 









 








Annex A




FDIC-UST Letter Agreement





 









 








[TREASURY LETTERHEAD]




December 23, 2009




Federal Deposit Insurance Corporation

550 17th Street, NW

Washington, DC 20429




Attn: [          ]




Re: Termination of the Citigroup Asset Guarantee Program




Dear [          ]:





     This letter is intended to set forth certain understandings between the FDIC and the
U.S. Department of the Treasury relating to the termination of the Citigroup Asset
Guarantee Program (the “Citi AGP”). The Citi AGP was established pursuant to the Master
Agreement dated as of January 15, 2009 (as amended on November 30, 2009, the “Master
Agreement”) among Citigroup Inc., a Delaware corporation (“Citigroup”), each Citigroup
Ring-Fence Affiliate (as defined in the Master Agreement), Treasury, the FDIC and the Federal
Reserve Bank of New York (“FRBNY” and, together with Treasury and the FDIC, the “U.S.
Federal Parties”). The Master Agreement is being terminated pursuant to the Termination
Agreement dated December 23, 2009 (the “Termination Agreement”), among Citigroup, the
Citigroup Ring-Fence Affiliates and the U.S. Federal Parties, a copy of which is attached as
Exhibit A. Terms used but not defined in this letter are as defined in the Termination Agreement.



     Citigroup participates in the FDIC’s Temporary Liquidity Guarantee Program (the
“TLGP”), whereby Citigroup has issued debt instruments (the “Citigroup TLGP
Instruments”), the timely payments of interest and principal on which are guaranteed by the
FDIC pursuant to the terms of the TLGP. In the event that the FDIC is required to make and makes
any payments under its guarantee of the Citigroup TLGP Instruments, such payments are referred to
herein as the “TLGP Payments”.



     As set forth in the Termination Agreement, Citigroup, each Citigroup Ring-Fence Affiliate,
Treasury, the FDIC and the FRBNY have agreed that in connection with and as a result of the early
termination of the Citi AGP:




     (i) Citigroup shall reduce the Guarantee TruPs by $1,800,000,000 aggregate Liquidation
Amount (as defined in the Amended and Restated Declaration of Trust of Citigroup Capital
XXXIII, dated July 30, 2009) (“Termination Adjustment Amount”); (ii) on the
Effective Date all such $1,800,000,000 Termination Adjustment Amount of TruPs shall consist
of Treasury Guarantee TruPs and Treasury shall retain $2,234,000,000 Liquidation Amount of
the Treasury Guarantee TruPs currently held by Treasury; and




     (ii) the FDIC shall initially retain all FDIC Guarantee TruPs currently held by the
FDIC and shall transfer $800,000,000 aggregate Liquidation Amount (“the “TLGP Allocated
TruPs”) to Treasury subject to the terms and on the conditions of this agreement.








A-1









 











     From the Effective Date until the date on which no Citigroup TLGP Instruments remain
outstanding (the “Citigroup TLGP Maturity Date”), the FDIC shall, in accordance with and
subject to the terms hereof, and for the benefit of the taxpayers:




     (x) hold the TLGP Allocated TruPs, as well as any cash, securities or property received
upon any redemption, sale or exchange thereof, as well as any dividends, interest or other
payments on the TLGP Allocated TruPs or any such cash, securities or property, for the
account of Treasury (all of the foregoing the “TLGP Allocated Property”); and




     (y) be entitled to deduct any TLGP Payments, it being understood that insofar as the
TLGP Allocated Property consists of cash or property other than TLGP Allocated TruPs, any
such deduction shall be allocated against the securities and cash pro rata in a reasonable
manner as agreed to between Treasury and the FDIC.



     Within five business days of the Citigroup TLGP Maturity Date, the FDIC will transfer the TLGP
Allocated Property, less the amount of any TLGP Payments deducted therefrom, free and clear of any
liens or encumbrances. The FDIC shall provide reasonable documentation of any TLGP Payments so
deducted in writing to Treasury.



     Insofar as the TLGP Allocated Property includes cash, the FDIC shall credit interest to the
Treasury on such cash commencing on the date of such receipt of cash (which interest shall be added
to the TLGP Allocated Property) at the rate of interest customary from time to time for the FDIC’s
Deposit Insurance Fund.



     In the event of any redemption or repurchase of any FDIC Guarantee TruPs by Citigroup, or of
any sale of FDIC Guarantee TruPs by the FDIC, at any time on or before the Citigroup TLGP Maturity
Date, and at a price that is equal to par or that is otherwise approved by Treasury pursuant
hereto, the amount of FDIC Guarantee TruPs that are redeemed, repurchased or sold shall be
allocated pro rata, or as otherwise agreed by Treasury and the FDIC, between the (i) TLGP Allocated
TruPs and (ii) the balance of the FDIC Guarantee TruPs less the TLGP Allocated TruPs (the “FDIC
Allocated TruPs”). The FDIC shall not agree to redeem or tender in any repurchase, or sell,
the TLGP Allocated TruPs at a price less than par (plus any accrued and unpaid interest) without
the consent of Treasury.



     In the event Citigroup offers to redeem, repurchase or exchange any FDIC Guarantee TruPs, or
in the event there is an offer by any other party to purchase any FDIC Guarantee TruPs, the FDIC
shall immediately notify Treasury of such offer and, if Treasury notifies FDIC that it wishes to
have the TLGP Allocated TruPs redeemed, repurchased, exchanged or sold in such offer, the FDIC
shall agree to redeem or tender for repurchase or exchange, or sell, all or such portion of the
TLGP Allocated TruPs specified by Treasury, provided that if the FDIC also wishes to redeem,
repurchase, exchange or sell FDIC Allocated TruPs in such offer, the amount of TLGP Allocated TruPs
and FDIC Allocated TruPs so redeemed, repurchased, exchanged or sold shall be allocated pro rata
based on the Liquidation Amounts then outstanding.



     In the event Treasury shall exercise any registration rights to sell any of the Treasury
Guarantee TruPs before the Citigroup TLGP Maturity Date, the FDIC shall, at the request of
Treasury, register and sell the TLGP Allocated TruPs, provided that if the FDIC also wishes to sell
FDIC Allocated TruPs in such registration and there is a limit to the amount that may be included,
the amount of TLGP Allocated TruPs and FDIC Allocated TruPs shall be allocated pro rata, based on
the Liquidation Amounts then outstanding.



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     The arrangements set forth in the immediately preceding three paragraphs shall also apply to
any securities received in exchange for TLGP Allocated TruPs. The proceeds of any redemption, sale
or exchange of TLGP Allocated TruPs shall be held as TLGP Allocated Property in accordance with
this letter until the Citigroup TLGP Maturity Date.



[Signature Pages Follow]




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     This letter constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof, and supersedes any prior oral or written agreements, commitments or
understanding with respect to the matters provided for herein. This letter may be executed by each
of the parties hereto on any number of separate counterparts.



	 	 	 	 	 
	 	UNITED STATES DEPARTMENT OF THE TREASURY

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	AGREED AND ACCEPTED:	 	 
	 
	 	 	 	 
	FEDERAL DEPOSIT INSURANCE CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







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